NATIONAL BANK OF GREECE S.A.

Transcription

1 NATIONAL BANK OF GREECE S.A. ARTICLES OF ASSOCIATION BoD SECRETARIAT & SHAREHOLDER SERVICES DIVISION SHAREHOLDER SERVICES SUB-DIVISION MAY 2014

2 NATIONAL BANK OF GREECE S.A. PREAMBLE These articles of association are a codification of the provisions of National Bank of Greece S.A. s Articles of Association, approved by Trade Minister s decision No of 19 March 1953, promulgated in Government Gazette No 58 of 20 March 1953, Bulletin of Companies and Limited Liability Companies, and subsequently amended as follows: By resolution of the Bank s General Meeting of Shareholders (GM) of 2 April 1955, approved by Trade Minister s decision No 44311/2399 of 9 November 1955 and promulgated in Government Gazette No 368 of 16 November 1955, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 24 February 1956, approved by Trade Minister s decision No 12336/641 of 30 March 1956 and promulgated in Government Gazette No 122 of 9 April 1956, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 29 April 1957, approved by Trade Minister s decision No 2467/685 of 22 August 1957 and promulgated in Government Gazette No 420 of 5 September 1957, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 30 April 1958, approved by Trade Minister s decision No 21634/1239 of 10 June 1958 and promulgated in Government Gazette No 233 of 10 June 1958, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 14 April 1962, approved by Trade Minister s decision No 47115/2727 of 5 September 1962 and promulgated in Government Gazette No 551 of 20 September 1962, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 22 April 1963, approved by Trade Minister s decision No 15439/790 of 15 April 1964 and promulgated in Government Gazette No 224 of 25 April 1964, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 24 June 1967, approved by Trade Minister s decision No 62886/4407/599 of 4 October 1967 and promulgated in Government Gazette No 935 of 18 October 1967, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 27 June 1968, approved by Trade Minister s decision No 63889/5656 of 7 October 1968 and promulgated in Government Gazette No 1046 of 22 October 1968, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 19 May 1969, approved by Trade Minister s decision No 47726/4146 of 16 July 1969 and promulgated in Government Gazette No 1013 of 25 July 1969, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 28 May 1970, approved by Trade Minister s decision No 62699/5224 of 9 September 1970 and promulgated in Government Gazette No 1331 of 21 September 1970, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 7 September 1972, approved by National Economy Minister s decision No of 22 December 1972 and promulgated in Government Gazette No 1960 of 27 December 1972, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 25 May 1973, approved by Attica Prefect s decision No of 18 October 1973 and promulgated in Government Gazette No 1796 of 30 October 1973, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 12 September 1974, approved by Attica Prefect s decision No of 9 January 1975 and promulgated in Government Gazette No 48 of 17 January 1975, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 26 May 1975, approved by Attica Prefect s decision No of 5 November 1975 and promulgated in Government Gazette No 2366 of 12 November 1975, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 2 June 1977, approved by Attica Prefect s decision No of 20 August 1977 and promulgated in Government Gazette No 2712 of 23 August 1977, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 7 June 1980, approved by Attica Prefect s decision No of 31 December 1980 and promulgated in Government Gazette No 4002 of 31 December 1980, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 24 September 1982, approved by Attica Prefect s decision No of 2 December 1982 and promulgated in Government Gazette No 4192 of 3 December 1982, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 24 June 1983, approved by Attica Prefect s decision No of 28 December 1983 and promulgated in Government Gazette No 3233 of 29 December 1983, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 8 June 1988, approved by Trade Minister s decision No K of 7 September 1988, promulgated in Government Gazette No 2931 of 12 September 1988 (with a correction in No 3010 of 22 September 1988), Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 21 June 1991, approved by Trade Minister s decision No 5040 of 5 August 1991 and promulgated in Government Gazette No 3481 of 7 August 1991, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 21 June 1991, approved by Trade Minister s decision No K of 26 November 1991 and promulgated in Government Gazette No 4622 of 27 November 1991, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 26 June 1992, approved by Trade Minister s decision No K of 20 October 1992 and promulgated in Government Gazette No 4795 of 20 October 1992, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 13 July 1994, approved by Trade Minister s decision No K of 2 September 1994 and promulgated in Government Gazette No 5183 of 7 September 1994, Bulletin of Companies and Limited Liability Companies. - By resolution No 1031 adopted by the Board of Directors on 18 November 1994, approved by Trade Minister s decision No K of 12 December 1994 and promulgated in Government Gazette No 6868 of 13 December 1994, Bulletin of Companies and Limited Liability Companies. -By resolution of the Bank s GM of 15 June 1995 and 5 July 1995, approved by Trade Minister s decision No K2-993 of 1 February 1996 and promulgated in Government Gazette No 552 of 5 February 1996, Bulletin of Companies and Limited Liability Companies. -By resolution No 1047 adopted by the Board of Directors on 22 November 1995, approved by Trade Minister s decision No K of 5 December 1995 and promulgated in Government Gazette No 6919 of 7 December 1995, Bulletin of Companies and Limited Liability Companies. National Bank of Greece S.A. Articles of Association Page 1

3 -By resolution of the Bank s GM of 14 March 1997, approved by Development Minister s decision No K of 8 April 1997 and promulgated in Government Gazette No 1498 of 11 April 1997, Bulletin of Companies and Limited Liability Companies. -By resolution of the Bank s GM of 6 October 1997, approved by Development Minister s decision No K of 24 November 1997 and promulgated in Government Gazette No 8200 of 24 November 1997, Bulletin of Companies and Limited Liability Companies. -By resolution No 1095 of the Board of Directors on 9 December 1997, approved by Development Minister s decision No K of 16 December 1997 and promulgated in Government Gazette No 8712 of 17 December 1997, Bulletin of Companies and Limited Liability Companies. -By resolution of the Bank s GM of 25 May 1998, approved by Development Minister s decision No K of 16 June 1998 and promulgated in Government Gazette No 4121 of 18 June 1998, Bulletin of Companies and Limited Liability Companies. -By resolution of the Bank s GM of 9 September 1998, approved by Development Minister s decision No K of 29 September 1998 and promulgated in Government Gazette No 7797 of 2 October 1998, Bulletin of Companies and Limited Liability Companies. -By resolution No 1118 adopted by the Board of Directors on 16 December 1998, approved by Development Minister s decision No K of 29 December 1998 and promulgated in Government Gazette No of 31 December 1998, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 29 January 1999, approved by Development Minister s decision No K of 29 January 1999 and promulgated in Government Gazette No 631 of 5 February 1999, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 6 April 1999, approved by Development Minister s decision No K of 24 June 1999 and promulgated in Government Gazette No 4753 of 25 June 1999, Bulletin of Companies and Limited Liability Companies. By resolution No 1137 adopted by the Board of Directors on 14 June 1999, approved by Development Minister s decision No K of 30 June 1999 and promulgated in Government Gazette No 5122 of 2 July 1999, Bulletin of Companies and Limited Liability Companies. By resolution No 1144 adopted by the Board of Directors on 15 November 1999, approved by Development Minister s decision No K of 22 November 1999 (twice) and promulgated in Government Gazette No 9367 of 25 November 1999, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 18 April 2000, approved by Development Minister s decision No K of 21 April 2000 and promulgated in Government Gazette No 2944 of 26 April 2000, Bulletin of Companies and Limited Liability Companies. -By resolution No 1165 adopted by the Board of Directors on 15 November 2000, approved by Development Minister s decision No K of 22 November 2000 (twice), and promulgated in Government Gazette No of 24 November 2000, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 26 April 2001, approved by Development Minister s decision No K of 23 May 2001 and promulgated in Government Gazette No 2999 of 25 May 2001, Bulletin of Companies and Limited Liability Companies. By resolution No 1188 adopted by the Board of Directors on 15 November 2001, approved by Development Minister s decision No K of 21 November 2001 (twice) and promulgated in Government Gazette No of 22 November 2001, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 26 November 2001, approved by Development Minister s decision No K of 28 December 2001 and promulgated in Government Gazette No of 31 December 2001, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 9 May 2002, approved by Development Minister s decision No K of 5 September 2002 and promulgated in Government Gazette No 9257 of 6 September 2002, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 20 November 2002 and Bondholders Special Meeting of 20 November 2002, approved by Development Minister s decision No K of 20 December 2002 and promulgated in Government Gazette No of 23 December 2002, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 9 May 2003, approved by Development Minister s decision No K of 23 May 2003 and promulgated in Government Gazette No 3933 of 23 May 2003, Bulletin of Companies and Limited Liability Companies. - By resolution of the Bank s GM of 18 May 2004, approved by Development Minister s decision No K of 4 June 2004 and promulgated in Government Gazette No 5338 of 8 June 2004, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 17 June 2004, approved by Development Minister s decision No K of 11 October 2004 and promulgated in Government Gazette No of 13 December 2005, Bulletin of Companies and Limited Liability Companies. By resolution of the Bank s GM of 3 November 2005, approved by Development Minister s decision No K of 13 December 2005 and promulgated in Government Gazette No of 13 December 2005, Bulletin of Companies and Limited Liability Companies. - By resolution of the Bank s GM of 3 February 2006, approved by Development Minister s decision No K of 31 March 2006 and promulgated in Government Gazette No 2205 of 31 March 2006, Bulletin of Companies and Limited Liability Companies. - By resolution of the Bank s GM of 3 February 2006, approved by Development Minister s decision No K of 30 May 2006 and promulgated in Government Gazette No 4049 of 7 June 2006, Bulletin of Companies and Limited Liability Companies. - By resolution of the Bank s second repeat GM of 1 June 2006, approved by Development Minister s decision No K of 8 June 2006 and promulgated in Government Gazette No 4279 of 9 June 2006, Bulletin of Companies and Limited Liability Companies. - By resolution of the Bank s second repeat GM of 1 June 2006, approved by Development Minister s decision No K of 7 July 2006 and promulgated in Government Gazette No 7003 of 7 July 2006, Bulletin of Companies and Limited Liability Companies. - By resolution of the Bank s GM of 25 May 2007, approved by Development Minister s decision No K of 5 July 2007 and promulgated in Government Gazette No 7203 of 6 July 2007, Bulletin of Companies and Limited Liability Companies. - By resolution of the Bank s GM of 25 May 2007, approved by Development Minister s decision No K of 21 September 2007 and promulgated in Government Gazette No of 26 September 2007, Bulletin of Companies and Limited Liability Companies. By resolution No 1342 adopted by the Board of Directors on 20 December 2007, approved by Development Minister s decision No K of 31 December 2007 and promulgated in Government Gazette No 8 of 2 January 2008, Bulletin of Companies and Limited Liability Companies. - By resolution of the Bank s GM of 17 April 2008, approved by Development Minister s decision No K of 7 May 2008 and promulgated in the Bulletin of Companies and Limited Liability Companies of Government Gazette No 2621 of 7 May By resolution of the Bank s second repeat GM of 15 May 2008, approved by Development Minister s decision No K of 16 May 2008 and promulgated in Government Gazette No 2914 of 16 May 2008, Bulletin of Companies and Limited Liability Companies. National Bank of Greece S.A. Articles of Association Page 2

4 - By resolution of the Bank s second repeat GM of 15 May 2008, approved by Development Minister s decision No K of 11 June 2008 and promulgated in Government Gazette No 4172 of 12 June 2008, Bulletin of Companies and Limited Liability Companies. - By resolution of the Bank s second repeat GM of 15 May 2008, approved by Development Minister s decision No K of 28 August 2008 and promulgated in Government Gazette No of 3 September 2008, Bulletin of Companies and Limited Liability Companies. - By resolution adopted by the Board of Directors on 26 June 2008, approved by Development Minister s decision No K of 23 February 2009 and promulgated in Government Gazette No 1452 of 23 February 2009, Bulletin of Companies and Limited Liability Companies. - By resolution of the Bank s GM of 22 January 2009, approved by Development Minister s decision No K of 24 February 2009 and promulgated in Government Gazette No 1591 of 27 February 2009, Bulletin of Companies and Limited Liability Companies - By resolutions adopted by the Board of Directors on 18 June 2009 and 22 December 2009, approved by Finance, Competitiveness and Shipping Minister s decision No Κ2-334(bis) of 14 January 2010 and promulgated in Government Gazette No 225 of 14 January 2010, Bulletin of Companies and Limited Liability Companies. - By resolution of the Board of Directors on 10 September 2010, approved by Finance, Competitiveness and Shipping Minister s decision No Κ of 21 October 2010 and promulgated in Government Gazette No of 21 October 2010, Bulletin of Companies and Limited Liability Companies. - By resolution of the Bank s GM of 22 December 2011, approved by Finance, Competitiveness and Shipping Minister s decision No K of 30 December 2011 and promulgated in Government Gazette No of 30 December 2011, Bulletin of Companies, Limited Liability Companies and General Commercial Registry. - By resolution of the Bank s second repeat GM of 23 November 2012, approved by Development, Competitiveness, Infrastructures and Networks Minister s decision No Κ2-924 of 12 February 2013 and promulgated in Government Gazette No 1278 of 22 Fe b ru ary 20 13, Bulletin of Companies, Limited Liability Companies and General Commercial Registry. - By resolution of the Bank s second repeat GM of 23 November 2012, approved by Development, Competitiveness, Infrastructures and Networks Minister s decision No Κ of 19 February 2013 and promulgated in Government Gazette No of 28 Fe b ru ary Bulletin of Companies, Limited Liability Companies and General Commercial Registry. - By resolution adopted by the Board of Directors on 22 Febr ua ry 20 13, approved by Development, Competitiveness, Infrastructures and Networks Minister s decision No Κ of 25 February 2013 and promulgated in Government Gazette No of 28 Febr ua ry , Bulletin of Companies, Limited Liability Companies and General Commercial Registry. - By resolution of the Bank s second repeat GM of 29 April 2013, approved by Development, Competitiveness, Infrastructures and Networks Minister s decision No Κ2-3377/ and promulgated in Government Gazette No 2901/ , Bulletin of Companies, Limited Liability Companies and General Commercial Registry. - By resolution of the Bank s second repeat GM of 29 April 2013, approved by Development, Competitiveness, Infrastructures and Networks Minister s decision No Κ2-4508/ and promulgated in Government Gazette No 3761/ Bulletin of Companies, Limited Liability Companies and General Commercial Registry. - By resolution adopted by the Board of Directors on 18 July 2013, approved by Development and Competitiveness Minister s decision No Κ of 29 July 2013 and promulgated in Government Gazette No 4905 of 6 August 2013, Bulletin of Companies, Limited Liability Companies and General Commercial Registry. National Bank of Greece S.A. Articles of Association Page 3

5 NATIONAL BANK OF GREECE S.A. ARTICLES OF ASSOCIATION CHAPT ER ONE ESTABLISHMENT NAME REGISTERED OFFICE DURATION PURPOSE Article 1 1. National Bank of Greece S.A. was established in By Royal Decree of 26/27 February 1953, the Bank merged with Bank of Athens S.A. (established in 1893) and adopted the name National Bank of Greece and Athens S.A. The Bank's present name, as determined by the General Meeting of its Shareholders on 30 April 1958, is ΕΘΝΙΚΗ ΣΡΑΠΕΖΑ ΣΗ ΕΛΛΑΔΟ Α.Ε. The said name shall be rendered as National Bank of Greece S.A. in English and either as a true translation or in Latin characters in other languages. 2. National Bank of Greece S.A. has its registered office in Athens, at Aiolou 86 and may establish branches, agencies and representative offices anywhere in Greece or abroad by resolution of its Board of Directors (hereinafter the Board ). Article 2 The Bank's duration is set until 27 February 2053 and may be extended by resolution of its General Meeting of Shareholders (hereinafter the GM ), whereby this Article is amended. Article 3 1. The Bank engages in all such banking, investment and financial activities in general, in Greece and abroad, as are allowed to banks under the provisions of Greek, EU and international legislation, as amended. The said activities may also be carried out by the Bank for the account of third parties, or in association or on a joint venture basis with other legal entities or individuals of any nationality, insofar as this is allowed pursuant to the applicable legislation. 2. Specifically, the Bank engages in: (a) Accepting deposits or other refundable funds. (b) Extending loans or other credit, including factoring, acquiring or assigning claims, receiving loans, credit or guarantees, and launching bond issues of any type. (c) Leasing. (d) Payment transactions, including transfers of funds. (e) Issuing and managing means of payment (credit and debit cards, travellers cheques and bank drafts). (f) Issuing guarantees and assuming obligations. (g) Transactions, for its own or for its customers account, in: i. money market instruments (such as securities and certificates of deposit), ii iii iv forward contracts or options, interest rate or currency swaps, transferable securities, v financial instruments regulated by the provisions of Law 3606/2007, Article 5; (h) Participating in security issues and providing related services, including underwriting; National Bank of Greece S.A. Articles of Association Page 4

6 (i) (j) Business consulting services with regard to capital structure, industrial strategy and other related matters, and consulting and other services with regard to business mergers and acquisitions; Intermediation in interbank markets; (k) Portfolio management and consulting services; (l) Security custody and management services; (m) Collecting and processing credit information, including customers credit rating; (n) Leasing safe deposit boxes; (o) Issuing electronic money; (p) Participating in businesses in Greece and abroad; (q) Acting as an arranger in business financing, business partnerships, public offerings or bond issues, as an agent representing bondholders or other creditors and as an intermediary in the marketing of bancassurance products. (r) (s) (t) Purchase, sale, custody, management or collection services in respect of negotiable instruments, securities (listed or non-listed), foreign exchange or foreign currencies; Activities further to the above, regulated by the provisions of Law 3606/2007, Article 4, as amended; Any financial or other secondary activity further to the above that is allowed by the Bank of Greece. 3. The Bank is entitled to establish associations, foundations under Article 108 and companies under Article 784 of the Greek Civil Code pursuing cultural, educational and financial goals, and to participate in such companies already established. National Bank of Greece S.A. Articles of Association Page 5

7 CHAPT ER TWO SHARE CAPIT AL - SHARES Article 4 1. The Bank s share capital amounts to Euro 2,413,736, and is divided into: (a) 3,533,149,631 common shares of a nominal value of Euro 0.30 each, (b) 12,639,831 redeemable, registered preference shares without voting right or cumulative dividend, as defined in par. 2(xlvii) hereinbelow, of a nominal value of Euro 0.30 each, and (c) 270,000,000 redeemable, registered preference shares under Law 3723/2008, as defined in par. 2(xlix) and 2(liv) hereinbelow, of a nominal value of Euro 5.00 each. 2. The said share capital level has been reached as follows: (i) (ii) (iii) (iv) (v) (vi) By Royal Decree of 26 February 1953, the share capital of the Bank was set at Old Drachmae 223,190,100,000, divided into 30,366 shares, fully paid, of a par value of Old Drachmae 7,350,000 each. This capital resulted from the transfer of all corporate property, including all assets and liabilities as at 27 February 1953, of "National Bank of Greece S.A." and "Bank of Athens S.A." to "National Bank of Greece and Athens S.A.", which, as mentioned earlier, changed its name to "National Bank of Greece S.A." and was subrogated, ipso jure and without any further formality, to all of the rights and obligations of "National Bank of Greece S.A." and "Bank of Athens S.A.", as the universal successor thereof, except obligations thereof relating to direct debt, guarantees or other grounds, issuing from bonds, securities in general, contracts or otherwise and relating to lending in gold or in foreign currency, in the form of bonds or otherwise, issued to bearer by various entities, such as companies, public entities, municipalities and communities (Legislative Decree 3504/1956). By Board resolution of 10 September 1953, the Bank's share capital increased to Old Drachmae 297,586,800,000 or New Drachmae 297,586,800 (law 2824/1954), divided into 40,488 shares, of a par value of New Drachmae 7,350 each. By GM resolution of 2 April 1955, the said share capital was divided into 404,880 shares of a par value of Drachmae 735 each. Pursuant to Royal Decree of 14/27 November 1956 "re Adjustment of companies' financial statements", the share capital was adjusted to Drachmae 721,353,476. Following absorption of reserves amounting to Drachmae 4,070,000, and deduction from such share capital of a Drachmae 139,716,416 amount, representing the final debit balance of the Adjustment Difference account, the Bank's share capital stood at Drachmae 581,637,060. A Drachmae 229,380 portion thereof was transferred to reserves, to round off the par value of each share. Accordingly, pursuant to Article 10 of the said Royal Decree of 14/27 November 1956, the Bank's share capital was set at Drachmae 581,407,680, divided into 404,880 shares of a par value of Drachmae 1,436 each. By GM resolution of 14 April 1962 and Board resolution of 12 October 1962, the Bank's share capital increased by Drachmae 290,703,840 through the issue of 202,440 shares of a par value of Drachmae 1,436 each. Accordingly, the Bank's share capital stands at Drachmae 872,111,520, divided into 607,320 shares of a par value of Drachmae 1,436 each. By GM resolution of 19 May 1969, the Bank's share capital increased by Drachmae 8,502,480 as a result of a withholding of Drachmae 14 per share from the 1968 dividend; accordingly, the Bank's share capital stands at Drachmae 880,614,000, divided into 1,214,640 shares, which resulted from the exchange of 1 old for 2 new shares, of a par value of Drachmae 725 each. By GM resolution of 28 May 1970, and pursuant to Emergency Law 148/1967, the Bank's share capital increased by Drachmae 220,153,500 through capitalization of the Special Reserve of Drachmae 219,934,660, which resulted from the issue of new shares above par, and of a Drachmae 218,840 amount from the Extraordinary Reserve. As a result of the said capitalization, 303,660 new shares were issued, of a par value of Drachmae 725 each, and distributed to the shareholders as prescribed by law, at a ratio of one 1 new to 4 old shares. Accordingly, the share National Bank of Greece S.A. Articles of Association Page 6

8 (vii) capital stands at Drachmae 1,100,767,500, divided into 1,518,300 shares of a par value of Drachmae 725 each. By resolution of extraordinary General Meeting ( EGM ) of 7 September 1972, the Bank's share capital further increased (a) by Drachmae 157,252,500 through the issue, against payment in cash, of 216,900 new, registered shares, of a par value of Drachmae 725 each and (b) by Drachmae 366,922,500 from capitalization, pursuant to Emergency Law 148/1967, as amended, of a Drachmae 1,544,457,362 portion of gains from revaluation of fixed assets, through the issue of 506,100 new shares of a par value of Drachmae 725 each, distributed at a ratio of one (1) new to three (3) old shares; the remaining Drachmae 1,177,534,862 portion of such gains was applied to form Special Reserves in line with Legislative Decree 1229/1972. Thus, the Bank's share capital stands at Drachmae 1,624,942,500, divided into 2,241,300 shares of a par value of Drachmae 725 each. (viii) By GM resolution of 26 May 1975, the Bank's share capital increased by Drachmae 64,997,700 through capitalization, pursuant to Emergency Law 148/1967, as amended, of a portion of the Special Reserves formed by the gains from revaluation of fixed assets, as above, through the issue of 89,652 new shares of a par value of Drachmae 725 each, distributed at a ratio of 1 new to 25 old shares. Accordingly, the Bank's share capital stands at Drachmae 1,689,940,200, divided into 2,330,952 shares of a par value of Drachmae 725 each. (ix) By GM resolution of 2 June 1977 the Bank's share capital further increased by Drachmae 2,779,566,434 in aggregate, through capitalization of a Drachmae 1,667,029,272 portion of gains from revaluation of realty, pursuant to law 542/1977, and of the Drachmae 1,112,537,162 balance of such gains that was not capitalized, pursuant to Emergency Law 148/1967. Subsequently, in line with law 542/1977: (a) 75% of the above aggregate amount was rounded off to Drachmae 2,039,583,000, in order for the new par value of each share to be a full number, and was applied to increase the par value of each share from Drachmae 725 to Drachmae 1,600 and (b) the remaining balance thereof, i.e. Drachmae 739,983,434, was supplemented by a Drachmae 5,920,566 amount from the 1976 profits. Accordingly, the resulting total amount of Drachmae 745,904,000 was divided into 466,190 new shares of a par value of Drachmae 1,600 each and distributed to the shareholders at a ratio of 1 new to 5 old shares. (x) By GM resolution of 25 May 1979, the Bank's share capital increased by Drachmae 895,086,400 through the issue of 559,429 shares of a par value of Drachmae 1,600 each. (xi) (xii) (xiii) By EGM resolution of 24 September 1982, the Bank's share capital further increased by capitalization of: (a) Drachmae 14,212,217,545.56, representing gains from revaluation of realty pursuant to law 1249/1982, and (b) a Drachmae 53,212, portion of the reserves that resulted from the issue of shares above par, i.e. by Drachmae 14,265,429,900 in total; of these, a Drachmae 9,734,055,900 portion was applied to increase the par value of each share from Drachmae 1,600 to Drachmae 4,500, and the remaining balance, of Drachmae 4,531,374,000, was divided into 1,006,972 new shares of a par value of Drachmae 4,500 each and distributed to the shareholders at a ratio of 3 new to 10 old shares. By GM resolution of 24 June 1983, a Drachmae 665,927,970 portion of the reserves that resulted from the issue of shares above par was transferred to supplement the share capital following a miscalculation during the process of revaluation of the Bank's realty pursuant to law 1249/1982. Accordingly, the Bank's share capital stands at Drachmae 19,635,943,500, divided into 4,363,543 shares of a par value of Drachmae 4,500 each. By GM resolution of 8 June 1988 the Bank's share capital increased by capitalization of: (a) a Drachmae 34,784,009,378 amount of gains from revaluation of realty pursuant to the National Economy and Finance Ministers' joint decision of 22 February 1988 and (b) a Drachmae 560,691,622 portion of the reserves that resulted from the issue of shares above par, thus amounting to Drachmae 35,344,701,000, divided into 7,854,378 new shares of a par value of Drachmae 4,500 each and distributed to the shareholders at a ratio of 9 new to 5 old shares. Accordingly, the Bank's share capital stands at Drachmae 54,980,644,500 divided into 12,217,921 shares of a par value of Drachmae 4,500 each. National Bank of Greece S.A. Articles of Association Page 7

9 (xiv) (xv) (xvi) (xvii) (xviii) (xix) (xx) (xxi) By GM resolution of 21 June 1991, the Bank's share capital increased by (a) Drachmae 10,996,128,000 through the issue of 2,443,584 shares of a par value of Drachmae 4,500 each, and (b) Drachmae 5,498,064,000 through capitalization of an equal portion of the reserves that resulted from the issue of shares above par. The said amount was divided into 1,221,792 new shares of a par value of Drachmae 4,500 each and distributed to the shareholders at a ratio of 1 new to 10 old shares. Accordingly, the Bank's share capital stands at Drachmae 71,474,836,500 divided into 15,883,297 shares of a par value of Drachmae 4,500 each. By GM resolution of 13 July 1994, the Bank's share capital increased by Drachmae 16,424,627,006, representing gains from revaluation of realty and capitalization thereof in line with laws 2065/92 and 1839/89. Following addition thereto of a Drachmae 14,585,389 amount from the issue of shares above par, the resulting total amount of Drachmae 16,439,212,395 was applied to increase the par value of each share from Drachmae 4,500 to Drachmae 5,535. Accordingly, the Bank's share capital stands at Drachmae 87,914,048,895, divided into 15,883,297 shares of a par value of Drachmae 5,535 each. By Board resolution adopted at meeting No 1031 of 18 November 1994, the Bank's share capital increased by Drachmae 249,075 through the issue of 45 new shares of a par value of Drachmae 5,535 each, as a result of conversion to shares of an equal number of convertible bonds issued in Accordingly, the Bank's share capital stands at Drachmae 87,914,297,970 divided into 15,883,342 shares of a par value of Drachmae 5,535 each. By Board resolution adopted at meeting No 1047 of 22 November 1995, the Bank's share capital increased by Drachmae 55,350 through the issue of 10 new shares of a par value of Drachmae 5,535 each, as a result of conversion to shares of an equal number of convertible bonds issued in Accordingly, the Bank's share capital stands at Drachmae 87,914,353,320 divided into 15,883,352 shares of a par value of Drachmae 5,535 each. By EGM resolution of 14 March 1997, the Bank's share capital increased by Drachmae 13,421,431,280 through capitalization of the reserve formed from gains from revaluation of fixed assets under Law 2065/1992. The said increase comprised (a) a Drachmae 4,209,088,280 amount to increase the par value of each share from Drachmae 5,535 to Drachmae 5,800 and (b) a Drachmae 9,212,343,000 amount to the issue of 1,588,335 new shares of a par value of Drachmae 5,800 each, distributed to the shareholders at a ratio of 1 new to 10 old shares. Accordingly, the Bank's share capital stands at Drachmae 101,335,784,600, divided into 17,471,687 common shares of a par value of Drachmae 5,800 each. By EGM resolution of 6 October 1997, the Bank s share capital increased by Drachmae 20,267,154,600 through the issue, against payment in cash, of 3,494,337 new registered shares of a par value of Drachmae 5,800 each, distributed to the shareholders at a ratio of 2 new to 10 old shares. Accordingly, the Bank s share capital stands at Drachmae 121,602,939,200 divided into 20,966,024 common registered shares of a par value of Drachmae 5,800 each. By Board resolution adopted at meetings No 1094 and No 1095 of 9 December 1997, the Bank's share capital increased by Drachmae 9,368,589,200 through the issue of 1,615,274 new shares of a par value of Drachmae 5,800 each, resulting from the conversion to shares of an equal number of convertible bonds issued in Accordingly, the Bank's share capital stands at Drachmae 130,971,528,400, divided into 22,581,298 common, registered shares of a par value of Drachmae 5,800 each. By GM resolution of 25 May 1998, the Bank s share capital increased by Drachmae 26,194,308,000 through capitalization of: (a) Drachmae 6,368,790, resulting from taxed reserves in line with law 2579/98, (b) the Drachmae 703,884,719 balance of gains from revaluation of realty in line with law 2065/92, and (c) Drachmae 19,121,632, of reserves from the issue of new shares above par. As a result of the said increase, 4,516,260 new shares were issued, of a par value of Drachmae 5,800 each, and distributed to the shareholders on 25 May 1998 as bonus shares at a ratio of 2 new to 10 old shares. Accordingly, the Bank s share capital stands at Drachmae 157,165,836,400, divided into 27,097,558 common shares of a par value of Drachmae 5,800 each. National Bank of Greece S.A. Articles of Association Page 8

10 (xxii) By EGM resolution of 9 September 1998, the Bank's share capital increased: (a) by Drachmae 14,312,065,400 by the merger through absorption, by the Bank, of "National Mortgage Bank of Greece S.A." (Companies Register No 6070/06/b/86/09), as per the provisions of Article 16 of law 2515/1997 in conjunction with the provisions of Article 69 et seq. of Company Law 2190/1920. (b) by Drachmae 11,387,618,600 through capitalisation of an equal amount of the Bank's Share Premium Account reserve, to maintain the par value of the Bank's aggregate share capital at Drachmae 5,800 per share following the said merger. Accordingly, the Bank's share capital stands at Drachmae 182,865,520,400, divided into 31,528,538 common registered shares of a par value of Drachmae 5,800 each. (xxiii) By Board resolution adopted at meetings No 1116 and No 1118 of 8 December 1998 and 16 December 1998 respectively, the Bank's share capital increased by Drachmae 9,368,589,200 through the issue of 1,615,274 new shares of a par value of Drachmae 5,800 each, as a result of conversion to shares of an equal number of convertible bonds issued in Accordingly, the Bank's share capital stands at Drachmae 192,234,109,600, divided into 33,143,812 common registered shares of a par value of Drachmae 5,800 each. (xxiv) By Board resolution adopted at meetings No 1117 and No 1118 of 8 December 1998 and 16 December 1998 respectively, the Bank's share capital increased by Drachmae 13,096,005,600 through the issue of 2,257,932 new shares of a par value of Drachmae 5,800 each, as a result of conversion to shares of 1,128,966 convertible bonds issued in Accordingly, the Bank's share capital stands at Drachmae 205,330,115,200, divided into 35,401,744 common registered shares of a par value of Drachmae 5,800 each. (xxv) (xxvi) By EGM resolution of 29 January 1999, each share was split into four whole shares and the par value thereof concurrently decreased from Drachmae 5,800 to Drachmae 1,450. Accordingly, the Bank's share capital stands at Drachmae 205,330,115,200, divided into 141,606,976 common registered shares of a par value of Drachmae 1,450 each. By EGM resolution of 6 April 1999, the Bank s share capital increased by Drachmae 21,522,384,800 through the issue, against payment in cash, of 14,843,024 new common registered shares of a par value of Drachmae 1,450 each. Of these, 682,326 were distributed to the employees and 14,160,698 to the shareholders of the Bank at a ratio of 1 new to 10 old shares. Accordingly, the Bank s share capital stands at Drachmae 226,852,500,000 divided into 156,450,000 common registered shares of a par value of Drachmae 1,450 each. (xxvii) By Board resolutions adopted at meetings No 1136 and No 1137 of 14 June 1999, the Bank's share capital increased by Drachmae 5,092,400 through the issue of 3,512 new shares of a par value of Drachmae 1,450 each, as a result of conversion to shares of 439 convertible bonds issued in Accordingly, the Bank's share capital stands at Drachmae 226,857,592,400, divided into 156,453,512 common registered shares of a par value of Drachmae 1,450 each. (xxviii) By Board resolutions adopted at meetings No 1143 and No 1144 of 15 November 1999, the Bank's share capital increased by Drachmae 9,368,589,200 through the issue of 6,461,096 new shares of a par value of Drachmae 1,450 each, as a result of conversion into shares of 1,615,274 convertible bonds issued in Accordingly, the Bank's share capital stands at Drachmae 236,226,181,600, divided into 162,914,608 common registered shares of a par value of Drachmae 1,450 each. (xxix) (xxx) By GM resolution of 18 April 2000, the Bank's share capital increased by Drachmae 94,490,473,800 through capitalization of an equal portion of reserves from the issue of shares above par. As a result of the said increase, 65,165,844 new shares were issued of a par value of Drachmae 1,450 each and distributed to the shareholders on 26 April 2000 as bonus shares at a ratio of 4 new to 10 old shares. Accordingly, the Bank s share capital stands at Drachmae 330,716,655,400 divided into 228,080,452 common registered shares of a par value of Drachmae 1,450 each. By Board resolutions adopted at meetings No 1164 and No 1165 of 15 November 2000, the Bank's share capital increased by Drachmae 9,368,589,200 through the issue of 6,461,096 new shares of a par value of Drachmae 1,450 each, which resulted from conversion to shares of 1,615,274 convertible bonds issued in Accordingly, the Bank's share capital stands at Drachmae National Bank of Greece S.A. Articles of Association Page 9

11 340,085,244,600, divided into 234,541,548 common registered shares of a par value of Drachmae 1,450 each. (xxxi) By GM resolution of 26 April 2001 the Bank's share capital decreased by Drachmae 9,368,589,200 through cancellation of 6,461,096 own shares purchased by the Bank from the Public Company for Transferable Securities S.A. (DEKA S.A.). Accordingly, the Bank s share capital stands at Drachmae 330,716,655,400, divided into 228,080,452 common registered shares of a par value of Drachmae 1,450 each. (xxxii) By GM resolution of 26 April 2001, the Bank's share capital increased by Drachmae 19,016,207,686, along with an increase in the par value of the Bank s share from Drachmae 1,450 to Drachmae 1, , via capitalization of (a) Drachmae 10,637,258,098 representing gains from revaluation of realty pursuant to law 2065/1992, and (b) Drachmae 8,378,949,588 from capitalisation of the Bank s Share Premium Account reserve. Accordingly, the Bank s share capital stands at Drachmae 349,732,863,086, divided into 228,080,452 common registered shares of a par value of Drachmae 1, each. (xxxiii) By Board resolutions adopted at meetings No 1187 and No 1188 of 15 November 2001, the Bank's share capital increased by Drachmae 9,907,289,213 through the issue of 6,461,100 new shares of a par value of Drachmae 1, each, which resulted from conversion to shares of 1,615,275 convertible bonds issued in Accordingly, the Bank's share capital stands at Drachmae 359,640,152,299, divided into 234,541,552 common registered shares of a par value of Drachmae 1, each. (xxxiv) By GM resolution of 26 November 2001 the Bank's share capital decreased by Drachmae 9,907,289,213 through cancellation of 6,461,100 own shares from the conversion to shares of 1,615,275 bonds purchased from the Public Company for Transferable Securities S.A. (DEKA S.A.). Accordingly, the Bank s share capital stands at Drachmae 349,732,863,086, divided into 228,080,452 common registered shares of a par value of Drachmae 1, each. (xxxv) By GM resolution of 9 May 2002, and pursuant to Article 12 of law 2842/2000, the share capital and the par value of the share were converted to euro only. Accordingly, the Bank s share capital stands at Euro 1,026,362,034, divided into 228,080,452 common registered shares of a par value of Euro 4.50 each. (xxxvi) By Repeat GM resolution of 20 November 2002, the Bank's share capital increased: (a) by Euro 8,086, by the merger through absorption, by National Bank of Greece, of National Investment Bank for Industrial Development S.A. (ETEBA) (Companies Register No 6075/06/B/86/14), pursuant to the provisions of Article 16 of law 2515/1997, in conjunction with the provisions of Articles 69 ET seq. of Company Law 2190/1920, (b) by Euro 8,970,930.68, resulting from capitalisation of an equal portion of the Bank s share premium account reserve, to ensure that following the merger the par value of each share of National Bank of Greece would remain at Euro Accordingly, the Bank s share capital stands at Euro 1,043,419,437, divided into 231,870,986 common registered shares of a par value of Euro 4.50 each. (xxxvii) By GM resolution of 9 May 2003, the share capital increased by Euro 104,341, through the issue of 23,187,099 new shares of a par value of Euro 4.50 each, which resulted from capitalisation of reserves and were distributed to the shareholders as bonus shares, at a ratio of 1 new to 10 old shares. Accordingly, the Bank s share capital stands at Euro 1,147,761,382.50, divided into 255,058,085 shares, of a par value of Euro 4.50 each. (xxxviii) By GM resolution of 18 May 2004, the share capital increased by Euro 344,328,417 through the issue of 76,517,426 new shares of a par value of Euro 4.50 each, which resulted from capitalisation of reserves and were distributed to the shareholders as bonus shares at a ratio of 3 new to 10 old shares. Accordingly, the Bank s share capital stands at Euro 1,492,089,799.50, divided into 331,575,511 shares of a par value of Euro 4.50 each. (xxxix) By second Repeat GM resolution of 3 November 2005, the share capital increased: (a) by Euro 101,274, by the merger through absorption, by National Bank of Greece, of National Investment Company S.A., in line with the provisions of Article 16 of Law 2515/1997, in conjunction with the provisions of Articles 1-5 of Law 2166/1993 and Articles 68, of National Bank of Greece S.A. Articles of Association Page 10

12 (xl) Company Law 2190/1920, (b) by Euro 22,311, resulting from capitalisation of an equal portion of the Bank's Share Premium Account reserve, to provide for an increase in the par value of the Bank's share to Euro 4.80 following the said merger. Accordingly, the Bank s share capital stands at Euro 1,615,675,416, divided into 336,599,045 shares of a par value of Euro 4.80 each. By second Repeat GM resolution of 3 February 2006, the share capital increased: (a) by Euro 20,027,755 by the merger through the absorption, by National Bank of Greece, of National Real Estate S.A., in line with the provisions of Article 16 of law 2515/1997, in conjunction with the provisions of Articles 1-5 of law 2166/1993 and Articles 68, of Company Law 2190/1920, (b) by Euro 60,643,889 resulting from capitalisation of an equal portion of the Bank's share premium account reserve, to provide for an increase in the par value of the Bank's share to Euro 5 following the said merger. Accordingly, the Bank s share capital stands at Euro 1,696,347,060 and is divided into 339,269,412 shares of a par value of Euro 5 each. (xli) By second Repeat GM resolution of 1 June 2006, the share capital increased by Euro 678,538,820 through the issue against payment in cash of 135,707,764 new common registered shares of a par value of Euro 5 each, distributed to the shareholders at a ratio of 4 new to 10 old shares. Thus, the Bank s share capital stands at Euro 2,374,885,880, divided into 474,977,176 common registered shares, of a par value of Euro 5 each. (xlii) (xliii) (xliv) (xlv) (xlvii) By GM resolution of 25 May 2007, and following a Board resolution of 21 December 2006, the share capital was adjusted to take into account, in line with par. 9, article 13 of Company Law 2190/1920, the Euro 1,550,215 increase through the issue of 310,043 new common registered shares of a par value of Euro 5 each, distributed exclusively to the beneficiaries of the Bank s stock option programme who exercised the respective stock option rights, as per GM resolution of 22 June 2005 and the relevant Board resolutions. Accordingly, the Bank s share capital stands at Euro 2,376,436,095, divided into 475,287,219 shares of a par value of Euro 5 each. By GM resolution of 25 May 2007, the Bank s share capital increased by Euro 1,750,000 through the issue of 350,000 new shares of a par value of Euro 5 each, and of issue price at par, by capitalization of an equal portion of the taxed 2006 profits, distribution to the Bank s staff of bonus shares and abolition of the old shareholders preemptive right, pursuant to Article 16, par. 2 case f of Company Law 2190/1920 and article 1 of Presidential Decree 30/1988. Thus, the Bank s share capital stands at Euro 2,378,186,095, divided into 475,637,219 shares of a par value of Euro 5 each. By Board resolution adopted at meeting No 1342 of 20 December 2007, the share capital increased by Euro 7,806,210 through the issue of 1,561,242 new common registered shares of a par value of Euro 5 each, distributed exclusively to the beneficiaries of the Stock Options Programme who exercised the respective stock option rights in accordance with the GM resolutions of 22 June 2005 and 1 June Accordingly, the Bank's share capital stands at Euro 2,385,992,305, divided into 477,198,461 shares of a par value of Euro 5 each. By second Repeat GM resolution of 15 May 2008, pursuant to Article 45 par. 3 of Company Law 2190/1920 the share capital increased by Euro 95,339,190 in total through the issue of 19,067,838 new common registered shares of a par value of Euro 5 each, distributed to shareholders without payment instead of part of the additional dividend. Accordingly, the Bank's share capital stands at Euro 2,481,331,495, divided into 496,266,299 shares of a par value of Euro 5 each. 1. By second Repeat GM resolution of 15 May 2008, in conjunction with Board resolution of 6 June 2008, the share capital increased, through payment in cash, by an amount of Euro 7,500,000, that corresponds to 25,000,000 new registered redeemable preference shares without voting right or cumulative dividend (the Preference Shares ), of a par value of Euro 0.30 each. 2. The privileges of the Preference Shares are (i) the right to collect, before the ordinary securities and, if existing, other class of preference shares of the Bank ranking or expressed to rank junior to the Preference Shares, a euro denominated annual dividend (which may be expressed as being equal to a USD amount) that may be payable by the Bank in USD, (the National Bank of Greece S.A. Articles of Association Page 11

13 Preferred Dividend); in particular for the financial year to the aggregate amount of the Preferred Dividend may be increased by up to 3/4; (ii) the right to collect the Preferred Dividend also from the payment of dividend amounts described under article 45 par. 2b of Company Law 2190/1920 and until full exhaustion of such amounts; and (iii) the right to collect before the ordinary securities and other Junior Obligations of the Bank an amount denominated in Euro equal to the sum of the nominal value and any premium paid, which may be determined by reference to a fixed US dollar amount, which may be payable in US dollars by the Bank, from the liquidation proceeds of the Bank, including above par reserves formed after the issuance of the Preference Shares (Liquidation Preference). 3. The Preference Shares do not entitle their holders to cumulative dividends and are not convertible into common shares. The Preference Shares are issued without voting rights, subject to those cases where voting rights exist by operation of mandatory provisions of law. 4. The Preference Shares are in material form and may be listed for trading on a market other than organised markets operating within Greece. 5. The payment of the Preferred Dividend, approved as per paragraph 7 of this article, is effected in a specified number of equal instalments on fixed dates in each year. As an exception, the payment, if any, of the Preferred Dividends prior to the approval of the 2008 financial statements by the AGM of 2009 will be effected through profits of the financial year to , subject to the provisions of article 46 of Company Law 2190/ For the purposes of this article First Call Date is the date following 5 years from the issuance date of the Preference Shares. Distributable funds under 44a means the funds that may be distributed under article 44a par. 2 of Company Law 2190/1920 during the current financial year to the shareholders of the Bank. Additional Amounts due to withholding means such additional amounts that the Bank will pay to each holder of the Preference Shares (the Preferred Shareholders) as may be necessary either in order that every net payment in respect of the Preference Shares, after withholding for any taxes imposed by Greece, as the case may be, upon or as a result of such payment, will not be less than the amount otherwise required to be paid or income tax is imposed on the Preferred Shareholders on an amount of dividend, which corresponds to the Liquidation Preference Reduction Amount. The Bank will not be required and will not pay any Additional Amounts in the following cases: (i) the withholding on account of Greek tax is required or collected due to any relationship that the Preferred Shareholder may have with the Hellenic Republic, other than the holding of the Preference Shares; or (ii) where such withholding or deduction is imposed on a payment to or on behalf of an individual and is required to be made pursuant to European Council Directive 2003/48/EC and law 3312/2005 or any law implementing or complying with, or introduced in order to conform to, such Directive. Capital Disqualification Event means a change in any applicable law or regulation, or in the official interpretation or application thereof, as a result of which for the purposes of capital adequacy requirements applicable to banks, at that time an amount equal to the sum of the aggregate par value and an amount credited as share premium in respect of the Preference Shares will not be included in the Tier 1 capital of the Bank; Depositary Event means, in respect of any series of Preference Shares represented by American Depositary Receipts evidencing American Depositary Shares, a percentage of the Preference Shares representing 5 per cent. or more of the aggregate par value of the Preference Shares of that series is no longer represented by American Depositary Receipts evidencing American Depositary Shares; Junior Obligations means to the extent existing (i) ordinary securities of the Bank, (ii) each class of preferred shares or similar securities of the Bank (if any) that rank junior to the Preference Shares and (iii) any preference share or preferred security of a Subsidiary entitled National Bank of Greece S.A. Articles of Association Page 12

14 to the benefit of a guarantee or support agreement or similar undertaking of the Bank that ranks junior to the Preference Shares; Liquidation Parity Obligations means senior preference shares or preferred securities or similar securities of the Bank or any guarantee or support agreement or similar undertaking of the bank (ranking pari passu with the Preference Shares as regards participation in the assets of the Bank) in respect of Preference Shares or similar securities of a Subsidiary, (including but not limited to claims under the guarantee of the Bank in favour of holders of preferred securities issued by the Subsidiary of the Bank, National Bank of Greece Funding Limited). Liquidation Preference Reduction Amount means an amount equal to a pro rata portion of the total Preferred Dividends approved by the shareholders at the most recent AGM to reflect the length of the period from (and including) the date fixed for redemption to the Preferred Dividend Payment Date which immediately precedes the next following Annual General Meeting at which the distribution of Preferred Dividend is declared; Ordinary Dividends means the dividends in respect of the Ordinary Securities; Ordinary Securities means the ordinary securities of the Bank; Parity Obligations means Liquidation Parity Obligations and Preferred Dividend Parity Obligations; Preferred Dividend Parity Obligations means i) senior preference shares or similar securities qualifying as Tier 1 capital of the Bank (other than the Preference Shares) and ii) the preference shares or similar securities of Subsidiaries qualifying as Tier 1 capital of the Bank on a consolidated basis and entitled to the benefit of any guarantee, support agreement or other similar contractual undertakings of the Bank ranking pari passu with the Preference Shares as regards entitlement to dividends (or other amounts such as claims under the guarantee of the Bank in favour of holders of preferred securities issued by the Bank s subsidiary National Bank of Greece Funding Limited); Preferred Dividend Payment Date means each date on which a Preferred Dividend is payable; Redemption Amount means the Liquidation Preference less the Liquidation Preference Reduction Amount (if any) plus (i) any Preferred Dividends approved at the most recent Annual General Meeting of shareholders but not yet paid out on the Preference Shares and (ii) any Additional Amounts (if any); Redemption Date means every date on which the Preference Shares are redeemed by the Bank; Subsidiary means any legal entity, which constitutes an affiliated undertaking of the Bank in accordance with the provisions of article 42e par. 5 of Company Law 2190/ The approval of the payment of Preferred Dividends on the Preference Shares, in accordance with par. 5 hereof, will be declared on an annual basis at the absolute discretion of the AGM of the Bank out of Distributable Funds under 44a. Subject to the provisions relating to paragraphs 8 to 9 below, the Bank will not be permitted to pay any Preferred Dividend on the Preference Shares if such Preferred Dividend together with any dividends previously paid and/or approved for payment in respect of Preferred Dividend Parity Obligations in the then current financial year would exceed the Distributable Funds under 44a or if the Bank of Greece has requested in writing the non-payment of dividend (including the amounts of dividend distributed under article 45 par. 2b of Company Law 2190/1920 to the common and preferred shareholders of the Bank. 8. Without prejudice to the provisions of article 44a par. 2 of Company Law 2190/1920, if the Bank or any Subsidiary of the Bank pays any distribution(s) (excluding the distribution of bonus shares or in respect of Junior Obligations) in respect of any class of Preferred Dividend Parity Obligations, the Bank is required to pay Preferred Dividend (pro rata to the amount paid for Preferred Dividend Parity Obligations) for the period during which the payment towards Preferred Dividend Parity Obligations was made. National Bank of Greece S.A. Articles of Association Page 13

15 xlviii) 9. Without prejudice to the provisions of article 44a par. 2 of Company Law 2190/1920, the Bank is required to pay the full amount of the Preferred Dividend if the Bank or any of its Subsidiaries pays any amount in respect of Junior Obligations (including the buy back of ordinary securities or other Junior Obligations). The payment of the Preferred Dividend is effected at the immediately following Preferred Dividend Payment Date, which coincides or follows the day during which the Bank or any of its Subsidiaries paid as above. However, the Bank is not required to pay the Preferred Dividend if (i) the Bank or its Subsidiary paid up Junior Obligations in accordance with the provisions of article 16 of Company Law 2190/1920 and (ii) following such acquisition the total solvency ratio of the Bank, on a stand-alone and consolidated basis and the ratio of core tier 1 capital to risk weighted assets of the Bank satisfy the limits set out from time to time by the Bank of Greece, pursuant to the applicable legislation, as amended (including the Circulars and Acts of the Governor of the Bank of Greece). 10. Without prejudice to the provisions of article 44a par. 2 of Company Law 2190/1920, the Bank will pay to each Shareholder of the Preference Shares Additional Amounts due to withholding as provided for under this Article. 11. The Preference Shares will be redeemable by the Bank in accordance with the provisions of article 17b of Company Law 2190/1920. The Bank is entitled to redemption at the First Call Date, as well as on any date thereafter following an invitation to all the Preferred Shareholders. The redemption is effected by payment to each Preferred Shareholder of an amount equal to the Redemption Amount. Such redemption will be subject to the prior consent of the Bank of Greece. 12. If, at any time falling prior to but excluding the First Call Date, the Bank is required to pay Additional Amounts due to withholding, due to a change in the Greek taxation legislation, which becomes effective after the date of issue of any series of Preference Shares, to the Preferred Shareholders, then the Preference Shares will be redeemable at the option of the Bank in accordance with the provisions of article 17b of Company Law 2190/1920, on the next Preferred Dividend Payment Date, upon not less than 30 nor more than 60 days notice by the Board of Directors of the Bank to all the holders of the Preference Shares at the Redemption Amount. Any such redemption will be subject to the prior consent of the Bank of Greece. 13. If a Capital Disqualification Event has occurred, the Preference Shares may be redeemed at the Redemption Amount at the option of the Bank, in accordance with the provisions of article 17b of Company Law 2190/1920, on the next Preferred Dividend Payment Date, upon not less than 30 not more than 60 days notice by the Board of Directors of the Bank to all the Holders of the Preference Shares. Any such redemption will be subject to the prior consent of the Bank of Greece. 14. If, in respect of any series of Preference Shares represented by American Depositary Receipts evidencing American Depositary Shares, a Depositary Event has occurred, the Preference Shares may be redeemed, at the Redemption Amount at the option of the Bank, in accordance with the provisions of article 17b of Company Law 2190/1920, on any date following the occurrence of such event, upon not less than 30 not more than 60 days notice by the Board of Directors of the Bank to all the Holders of the Preference Shares. Any such redemption will be subject to the prior consent of the Bank of Greece. 15. In the event of winding-up or liquidation of the Bank, the holders of the Preference Shares will be entitled to receive, before the common shareholders, out of the Bank s liquidation proceeds (including the above par reserves) an amount per Preference Share equal to the Liquidation Preference amount, which may be payable in USD. By Board resolution of 26 June 2008, the Bank s share capital increased by Euro 1,939,850 through the issue of 387,970 new common registered shares of a par value of Euro 5 each, distributed exclusively to beneficiaries of the Bank s Stock Options Programme who exercised the respective stock option rights in accordance with the GM resolution of 1 June 2006 and the relevant Board resolutions. Accordingly, the Bank s share capital stands at Euro 2,490,771,345 and is divided into (a) 496,654,269 common shares of a par value of Euro 5 each and (b) 25,000,000 redeemable, registered preference National Bank of Greece S.A. Articles of Association Page 14

16 shares without voting right or cumulative dividend, as defined in par. 2, item xlvii, of a par value of Euro 0.30 each. xlix) By EGM resolution of 22 January 2009 the Bank s share capital increased by Euro 350,000,000 through the issue of 70,000,000 preference shares of a par value of Euro 5 each, in accordance with the provisions of law 3723/2008 on the enhancement of liquidity in the Greek economy in response to the impact of the international financial crisis. The said share capital increase is fully covered by the Greek state through the contribution of Greek government bonds of an equal value. The new preference shares issued by the Bank and taken up by the Greek state entail the following privileges: (a) The right to receive payment of a fixed return, calculated on a 10% basis over the selling price of each preference share to the Greek State (i) in priority over the common shares, (ii) in priority over the dividend amounts distributed pursuant to Article 1 par. 3 of Law 3723/2008 and (iii) irrespective of distribution of dividend to the rest of the Bank s shareholders and provided that, following payment of the said fixed return, the Bank s capital adequacy ratios, calculated by the equity method, meet the respective minimum supervisory requirements set by the Bank of Greece from time to time. The fixed return on the said preference shares is to be calculated accrued on an annual basis pro rata to the time period during which the Greek State remains a Preferred Shareholder ( PS ) and paid within one month as of the AGM approval of the annual financial statements for the respective year, subject to availability of distributable funds, in the sense of Article 44 of Company Law 2190/1920, specifically profits from the last and/or previous financial years and/or reserves, and subject to prior authorization of the distribution of such available funds by a Common Shareholders GM resolution. In the event of lack of sufficient distributable funds, the Preferred Shareholder is entitled to receive payment of fixed return on the preference shares in priority over the Common Shareholders, up to exhaustion of such distributable funds. The new preference shares can be redeemed by the Bank at the offer price after the lapse of five years, or even earlier, upon Bank of Greece approval. If the fiveyear period lapses and no GM resolution on repurchase of the preference shares has previously been passed, then by resolution of the Minister of Economy and Finance taken following a Bank of Greece proposal, the annual fixed return payable to the Greek State pursuant to Article 1, par. 3 of Law 3723/2008 shall be subject to a gradual cumulative increase of 2% per annum. (b) The right to vote at the Preferred Shareholders GM under the circumstances provided for by Company Law 2190/1920. (c) The right to participate in the Bank s Board by a representative thereof appointed to the Board as an additional member thereof (the PS representative ). (d) The PS representative s right to exercise a veto over any decision of a strategic nature, or materially affecting the Bank s legal or financial status and requiring GM approval, or related to distribution of a dividend and bonus policy for the Bank s Chairman, Chief Executive Officer, other Board Members, General Managers and substitutes thereof by resolution of the Minister of Economy and Finance, or that may be deemed by the PS representative to affect depositors interests or materially affect the Bank s credit standing and normal course of business. (e) The PS representative s right to attend the Common Shareholders GM and to exercise, during deliberation and decision-taking, a veto over the same issues as above. (f) The PS representative s right of free access to the Bank s books and records, restructuring and viability reports, plans to meet the Bank s medium-term financing needs, and data regarding the level of credit provided to the real economy, for the purposes of Law 3723/2008. (g) The right to collect from the Bank s liquidation proceeds in priority over all other shareholders. Accordingly, the Bank s share capital stands at Euro 2,840,771,345 and is divided into (a) 496,654,269 common shares, of a par value of Euro 5 each, (b) 25,000,000 redeemable, registered preference shares without voting right or cumulative dividend, as defined in par. 2, item xlvii, of a par value of Euro 0.30 each, and (c) 70,000,000 redeemable, registered preference shares pursuant to law 3723/2008, as defined in par. 2, item xlix of this Article, of a par value of Euro 5 each. National Bank of Greece S.A. Articles of Association Page 15

17 l) By Board resolution adopted at its meeting of 18 June 2009 pursuant to authorization given by the second Repeat GM of 15 May 2008, the share capital increased, through payment in cash, by Euro 551,838,075 through the issue of 110,367,615 new common registered shares of a par value of Euro 5 each, distributed to the shareholders at a ratio of 2 new to 9 old shares. Accordingly, the Bank s share capital stands at Euro 3,392,609,420 and is divided into (a) 607,021,884 common shares, of a par value of Euro 5 each, (b) 25,000,000 redeemable, registered preference shares without voting right or cumulative dividend, as defined in par. 2, item xlvii, of a par value of Euro 0.30 each, and (c) 70,000,000 redeemable, registered preference shares pursuant to law 3723/2008, as defined in par. 2, item xlix of this Article, of a par value of Euro 5 each. li) lii) liii) By Board resolution of 22 December 2009, the share capital was adjusted to take into account, in line with par. 13, article 13 of Company Law 2190/1920, its increase by Euro 98,465 through the issue of 19,693 new common registered shares of a par value of Euro 5 each, distributed exclusively to the beneficiaries of the Bank s stock option programme who exercised, respectively, their stock option rights, as per GM resolutions of 22 June 2005 and 1 June 2006 and the relevant Board resolutions. Accordingly, the Bank s share capital stands at Euro 3,392,707,885, and is divided into (a) 607,041,577 shares of a par value of Euro 5 each, (b) 25,000,000 redeemable, registered preference shares without voting right or cumulative dividend, as defined in par. 2, item xlvii, of a par value of Euro 0.30 each, and (c) 70,000,000 redeemable, registered preference shares pursuant to law 3723/2008, as defined in par. 2, item xlix of this Article, of a par value of Euro 5 each. By Board resolution adopted at its meeting of 10 September 2010, pursuant to authorization given by the second Repeat GM of 15 May 2008, the share capital increased by Euro 607,041, by means of payment in cash with pre-emption rights in favour of the existing ordinary shareholders, at a ratio of 1 new for every 5 old shares, through the issue of 121,408,315 new ordinary registered shares, of a nominal value of Euro 5.00 and a subscription price of Euro 5.20 for each new share. Accordingly, the Bank s share capital stands at Euro 3,999,749, and is divided into (a) 728,449,892 shares of a par value of Euro 5.00 each, (b) 25,000,000 redeemable, registered preference shares without voting right or cumulative dividend, as defined in par. 2(xlvii) hereinabove, of a par value of Euro 0.30 each, and (c) 70,000,000 redeemable, registered preference shares pursuant to law 3723/2008, as defined in par. 2(xlix) hereinabove, of a par value of Euro 5.00 each. By resolution adopted at its meeting of 10 September 2010, pursuant to authorization given by the second Repeat GM of 18 February 2010, the Board approved the issue of short-term non-interest bearing convertible equity notes under Company Law 2190/1920, Article 3a, and Law 3156/2003; specifically, the Board decided to issue 227,640,590 registered convertible equity notes maturing on the seventh day following the relevant issue date, of a nominal value and issue price of 5.20 per convertible equity note, which are convertible into 227,640,590 ordinary registered shares at a conversion price equal to the issue price, with a pre-emption right to existing shareholders at a ratio of 3 convertible equity notes for every 8 existing ordinary registered shares. By resolution adopted at its meeting of 20 October 2010, following conversion of all issued convertible equity notes in due time, the Bank's share capital increased by Euro 1,138,202, through the issue of 227,640,590 new ordinary registered shares of a nominal value of Euro 5.00 each. Accordingly, the Bank s share capital stands at Euro 5,137,952, and is divided into (a) 956,090,482 shares of a par value of Euro 5.00 each, (b) 25,000,000 redeemable, registered preference shares without voting right or cumulative dividend, as defined in par. 2(xlvii) hereinabove, of a par value of Euro 0.30 each, and (c) 70,000,000 redeemable, registered preference shares pursuant to law 3723/2008, as defined in par. 2(xlix) hereinabove, of a par value of Euro 5.00 each. liv) By EGM resolution of 22 December 2011 the Bank s share capital increased by Euro 1,000,000,000 through the issue of 200,000,000 preference shares of a par value of Euro 5 each, in accordance with the provisions of Article 1 of Law 3723/2008 on the enhancement of liquidity in the Greek economy in response to the impact of the international financial crisis. The said share capital increase is fully covered by the Greek State through the contribution of Greek government bonds of an equal value while the new preference shares issued by the Bank and taken up by the Greek State entail the following privileges: (a) The right to receive payment of a fixed return, calculated on a 10% basis over the selling price of each preference share to the Greek State: National Bank of Greece S.A. Articles of Association Page 16

18 lv) lvi) (i) in priority over the common shares, (ii) in priority over the dividend amounts distributed pursuant to Article 1 par. 3 of Law 3723/2008 and (iii) irrespective of distribution of dividend to the rest of the Bank s shareholders and provided that, following payment of the said fixed return, the Bank s capital adequacy ratios, calculated by the equity method, meet the respective minimum supervisory requirements set by the Bank of Greece from time to time. The fixed return is to be calculated accrued on an annual basis pro rata to the time period during which the Greek State remains a Preferred Shareholder ( PS ) and paid within one month as of the AGM approval of the annual financial statements for the respective year, subject to availability of distributable funds, in the sense of Article 44 of Company Law 2190/1920, specifically profits from the last and/or previous financial years and/or reserves, and subject to prior authorization of the distribution of such available funds by a Common Shareholders GM resolution. In the event of lack of sufficient distributable funds, the Preferred Shareholder is entitled to receive payment of fixed return on the preference shares in priority over the Common Shareholders, up to exhaustion of such funds. The new preference shares can be redeemed by the Bank at the offer price after the lapse of five years, or even earlier, upon Bank of Greece approval. If the five-year period lapses and no GM resolution on repurchase of the preference shares has previously been passed, then by resolution of the Minister of Economy and Finance taken following a Bank of Greece proposal, the annual fixed return payable to the Greek State pursuant to Article 1, par. 3 of Law 3723/2008 shall be subject to a gradual cumulative increase of 2% per annum. (b) The right to vote, in the cases described in Company Law 2190/1920, at the Preferred Shareholders GM. (c) The right to participate on the Bank s Board by means of a representative appointed for the purpose by the State, as an additional member thereof (the PS representative ). (d) The PS representative s right to exercise a veto over any decision of a strategic nature, or materially affecting the Bank s legal or financial status and requiring GM approval, or related to distribution of a dividend and bonus policy for the Bank s Chairman, Chief Executive Officer, other Board Members, General Managers and substitutes thereof by resolution of the Minister of Economy and Finance, or that may be deemed by the PS representative to affect depositors interests or materially affect the Bank s credit standing and normal course of business. (e) The PS representative s right to attend the Common Shareholders GM and to exercise, during deliberation and decision-taking, a veto over the same issues as above. (f) The PS representative s right of free access to the Bank s books and records, restructuring and viability reports, plans to meet the Bank s medium-term financing needs, and data regarding the level of credit provided to the real economy, for the purposes of Law 3723/2008. (g) The right to collect from the Bank s liquidation proceeds in priority over all other shareholders. Accordingly, the Bank s share capital stands at Euro 6,137,952, and is divided into (a) 956,090,482 common shares, of a par value of Euro 5 each, (b) 25,000,000 redeemable, registered preference shares without voting right or cumulative dividend, as defined in par. 2, item xlvii, of a par value of Euro 0.30 each, and (c) 270,000,000 redeemable, registered preference shares pursuant to Law 3723/2008, as defined in par. 2, items xlix and liv of this Article, of a par value of Euro 5 each. By resolution of the 2nd Repeat GM of 23 November 2012, the Bank s share capital was reduced by Euro 3,824,361,928 through reduction of the par value of the ordinary voting shares from Euro 5.00 to Euro 1.00 in line with par. 4a, Article 4 of Company Law 2190/1920, as amended by Article 32 of Law 3763/2009 and in force today, for the purpose of forming a special reserve. Accordingly, the Bank s share capital amounts to Euro 2,313,590,482 and is divided into (a) 956,090,482 ordinary shares of a par value of Euro 1.00 each, (b) 25,000,000 redeemable registered preference shares without voting right or cumulative dividend, as defined in par. 2(xlvii) hereinabove, of a par value of Euro 0.30 each and (c) 270,000,000 redeemable registered preference shares pursuant to Law 3723/2008, as defined in par. 2(xlix) and 2(liv) hereinabove, of a par value of Euro 5.00 each. By resolution of the 2nd Repeat GM of 23 November 2012, the Bank s share capital was increased by Euro 320,710,088 through the issue of 320,710,088 new ordinary voting registered shares of a par value of Euro 1.00 each, against contribution in kind of 552,948,427 ordinary voting registered shares National Bank of Greece S.A. Articles of Association Page 17

19 lvii) lviii) of Eurobank, of a par value of Euro 2.22 each, i.e. through the contribution of 100 ordinary shares of Eurobank for 58 new ordinary shares of NBG. Accordingly, the Bank s share capital amounts to Euro 2,634,300,570 and is divided into (a) 1,276,800,570 ordinary shares of a par value of Euro 1.00 each, (b) redeemable registered preference shares without voting right or cumulative dividend, as defined in par. 2(xlvii) hereinabove, of a par value of Euro 0.30 each, and (c) 270,000,000 redeemable, registered preference shares pursuant to Law 3723/2008, as defined in par. 2(xlix) and 2(liv) hereinabove, of a par value of Euro 5.00 each. By resolution adopted at its meeting of 22 February 2013 and pursuant to Article 13a of Company Law 2190/1920, as amended, the Board attested the payment of the partially covered share capital increase of the Bank, which increase was decided by the 2nd Repeat General Meeting of its Shareholders held on , and adjustment of this article of the Articles of Association as a result of the partial coverage. More specifically, the said share capital increase was partially covered, i.e. by the amount of Euro 270,510,718 through the issue of 270,510,718 ordinary registered shares of the Bank, of a nominal value of 1.00 each. Accordingly, the Bank s share capital stands at Euro 2,584,101,200 and is divided into: (a) 1,226,601,200 ordinary shares of a nominal value of Euro 1.00 each, (b) 25,000,000 redeemable, registered preference shares without voting right or cumulative dividend, as defined in par. 2(xlvii) hereinabove, of a nominal value of Euro 0.30 each and (c) 270,000,000 redeemable, registered preference shares under Law 3723/2008, as defined in par. 2(xlix) and 2(liv) hereinabove, of a nominal value of Euro 5.00 each. By resolution of the 2 nd Repeat GM of 29 April 2013, (i) the nominal value of each ordinary registered voting share of the Bank was increased from Euro 1.00 to Euro by reducing the total number of the Bank s old registered shares from 1,226,601,200 to 122,660,120 new ordinary registered voting shares of the Bank, by means of a reverse split at a ratio of ten (10) old ordinary shares of the Bank to one (1) new ordinary share of the Bank, and (ii) the share capital was reduced by Euro 1,189,803,164 by reducing the nominal value of each ordinary registered voting share of the Bank (as it stands following the reverse split) from Euro to Euro 0.30, for the purpose of forming a special reserve of Euro 1,189,803,164, as per Article 4, par. 4a of Company Law 2190/1920. Accordingly, the Bank s share capital stands at Euro 1,394,298,036 and is divided into: (a) 122,660,120 ordinary shares of a nominal value of Euro 0.30 each, (b) 25,000,000 redeemable, registered preference shares without voting right or cumulative dividend, as defined in par. 2(xlvii) hereinabove, of a nominal value of Euro 0.30 each, and (c) 270,000,000 redeemable, registered preference shares under Law 3723/2008, as defined in par. 2(xlix) and 2(liv) hereinabove, of a nominal value of Euro 5.00 each. lix By resolution of the 2 nd Repeat GM of 29 April 2013, combined with Board resolution adopted on 20 May 2013, the Bank s share capital was increased by Euro 682,237,762.20, by contribution partially in cash and partially in kind, through the issue of 2,274,125,874 new common registered shares of a nominal value of Euro 0.30 and a sale price of Euro 4.29 each. Accordingly, the Bank s share capital stands at Euro 2,076,535,798.2 and is divided into: (a) 2,396,785,994 common shares of a nominal value of Euro 0.30 each, (b) 25,000,000 redeemable, registered preference shares without voting right or cumulative dividend, as defined in par. 2(xlvii) hereinabove, of a nominal value of Euro 0.30 each, and (c) 270,000,000 redeemable, registered preference shares under Law 3723/2008, as defined in par. 2(xlix) and 2(liv) hereinabove, of a nominal value of Euro 5.00 each. lx) By Board resolution adopted at its meeting of , regarding cancellation of 12,360,169 preference shares without voting right and respective amendment to Article 4 of the Bank s Articles of Association, pursuant to Article 17b, par. 4 of Company Law 2190/1920, the Bank s share capital was reduced by Euro 3,708, Accordingly, the Bank s share capital stands at Euro 2,072,827,747.5 and is divided into: (a) 2,396,785,994 common shares of a nominal value of Euro 0.30 each, (b) 12,639,831 redeemable, registered preference shares without voting right or cumulative dividend, as defined in par. 2(xlvii) hereinabove, of a nominal value of Euro 0.30 each, and (c) 270,000,000 redeemable, registered National Bank of Greece S.A. Articles of Association Page 18

20 lxi) preference shares under Law 3723/2008, as defined in par. 2(xlix) and 2(liv) hereinabove, of a nominal value of Euro 5.00 each. By resolution of the Extraordinary GM of 10 May 2014, the Bank s share capital was increased by Euro 340,909, through the issue of 1,136,363,637 new common voting registered shares against payment in cash. Accordingly, the Bank s share capital amounts to Euro 2,413,736, and is divided into: (a) 3,533,149,631 common shares of a nominal value of Euro 0.30 each, (b) 12,639,831 redeemable, registered preference shares without voting right or cumulative dividend, as defined in par. 2(xlvii) hereinabove, of a nominal value of Euro 0.30 each, and (c) 270,000,000 redeemable, registered preference shares under Law 3723/2008, as defined in par. 2(xlix) and 2(liv) hereinabove, of a nominal value of Euro 5.00 each. Article 5 1. Each time new shares are issued, their price may not be set below par. In the event of issue of new shares above par, the difference between the par value and the issue price may not be applied towards payment of dividends or fractional rights. 2. The resolution of the corporate body vested with authority to resolve on a share capital increase or bond issue, as per the provisions of Company Law 2190/1920 and these Articles of Association, shall at least specify the amount of the capital increase or bond issue, the method to be used for raising the relevant funds, the number and category of shares or bonds to be issued, the par value and offering price thereof, and the deadline for payment of such funds. 3. Cash payments to meet the initial capital level or any increase thereof, as well as shareholders deposits intended for share capital increase in future, shall be made into a special corporate account held with any bank legally operating in Greece. 4. Under the provisions of Article 13 of Company Law 2190/1920 the GM may empower the Board to decide for a share capital increase, or - insofar as the GM is the appropriate corporate body to decide thereon - for a bond issue, by GM resolution subject to the publication formalities provided for by Article 7b of Company Law 2190/1920. In this case, the share capital increase may be up to the level of the capital paid up at the date the said powers are delegated to the Board, whereas the amount of the bond issue may not exceed half of the share capital paid up at such date. The said powers of the Board may be renewed by the GM for a period each time not exceeding five years and shall come into effect on expiry of each such period. The said GM resolution is subject to the publication formalities provided for by Article 7b of Company Law 2190/1920. By exception to the provisions of the previous sub-paragraph, when corporate reserves exceed 1/4 of the paid-up share capital the share capital increase is subject to a GM resolution, to be adopted in accordance with the provisions of Article 29, par. 3 and 4 and Article 31, par. 2 of Company Law 2190/1920, as amended, along with a respective amendment to the Article hereof regarding the share capital. The share capital increase provided for under sub-par. 1 of this paragraph shall not constitute an amendment to the Articles of Association. 5. The GM that resolves on a share capital increase pursuant to pars 3 and 4 of Article 29 and par. 2 of Article 31 of Company Law 2190/1920 may authorize the Board to resolve on the new shares offering price, and/or interest rate and method of determination thereof, in the event of issue of interest-earning shares, within a term determined by the GM, that cannot exceed one year. In this case, the time period for the payment of the relevant funds under Article 11 of Company Law 2190/1920 shall begin on the date when the said resolution determining the shares offering price and/or interest rate or method of determination thereof, as the case may be, is adopted by the Board. 6. In any share capital increase, even by contribution in kind, or of a convertible bond issue, a pre-emptive right to the entire amount of the new capital or bond issue shall be granted to shareholders of record, pro rata to their equity holding as at the time of issue. In the event that the Bank has already issued shares of more than one category, and voting rights, rights to profit distribution and liquidation proceeds vary among these different categories of shares, then the share capital increase may be implemented through one such category of shares alone; in this case, the holders of the other categories of shares shall be National Bank of Greece S.A. Articles of Association Page 19